Genus PLC — AGM Information 2014

Nov 14, 2014

GENUS PLC

COMPANY NUMBER: 2972325

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

RESOLUTIONS OF GENUS PLC

At the Annual General Meeting of Genus plc (the 'Company') duly convened and held at the Apollo Hotel, Aldermaston Roundabout, Basingstoke, Hampshire RG24 9NU at 11.00am on 14 November 2014, the following resolutions were passed:

As Ordinary Resolutions:

Resolution 13

1. THAT the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company up to a maximum aggregate nominal amount of £1,506,850 being 15,068,505 ordinary shares of 10 pence each ('Ordinary Shares'), representing 24.7% of the issued share capital of the Company as at 3 October 2014 (being the latest practicable date before publication of this Notice), such authority to expire on the conclusion of the Company's Annual General Meeting next following or, if earlier, the close of business on the day which is 15 months after the date on which this resolution is passed but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require shares to be allotted after such expiry and the Directors may allot shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 14

• 1. THAT the rules of the Genus plc 2014 Performance Share Plan (the '2014 PSP') referred to in the Explanatory Notes to this Notice of Annual General Meeting and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
• 14.1 make such modifications to the 2014 PSP as they may consider appropriate to take account of the requirements of best practice and legislation and for the implementation of the 2014 PSP, and to adopt the 2014 PSP as so modified and to do all such other acts and things as they may consider appropriate to implement the 2014 PSP; and
• 14.2 establish further plans based on the 2014 PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the 2014 PSP.

Resolution 15

• 1. THAT the Genus plc 2004 Executive Share Option Plan be renewed and updated to become the Genus plc 2014 Executive Share Option Plan (the '2014 ESOP') referred to in the explanatory notes to this Notice of Annual General Meeting and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
• 15.1 make such modifications to the 2014 ESOP as they may consider appropriate to take account of the requirements of best practice and legislation and for the implementation of the 2014 ESOP and to adopt the 2014 ESOP as so modified and to do all such other acts and things as they may consider appropriate to implement the 2014 ESOP; and
• 15.2 establish further plans based on the 2014 ESOP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided

that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the 2014 ESOP.

As Special Resolutions:

Resolution 16

• 1. THAT subject to and conditional on the passing of resolution 13, the Directors be empowered, pursuant to section 570 and section 573 of the Act, to allot equity securities (within the meaning of sections 560 of the Act) for cash pursuant to the authority conferred by resolution 13 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
• $16.1$ in connection with an offer of such securities by way of rights issue; and
• $16.2$ otherwise than pursuant to sub-paragraph 16.1 above up to an aggregate nominal amount of £304,604 being 3,046,044 Ordinary Shares representing not more than 5% of the issued share capital of the Company as at 3 October 2014 (being the latest practicable date before publication of this Notice),

and shall expire on the conclusion of the Company's Annual General Meeting next following save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired. This power applies in relation to a sale of treasury shares as if all references in this resolution to an allotment included any such sale and in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 13' were omitted in relation to such a sale.

In this resolution, 'rights issue' means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to

deal with any fractional entitlements or legal or practical difficulties under the laws of, or the requirement of any recognised regulatory body or any stock exchange in, any territory or any other matter.

Resolution 17

• 1. THAT subject to and in accordance with article 9 of the Company's Articles of Association, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares on such terms as the Directors think fit provided that:
• 17.1 the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 6,091,873 (representing 10% of the Company's issued ordinary share capital as at 30 June 2014);
• $17.2$ the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 10 pence;
• the maximum price, exclusive of any expenses, which may be paid for an 17.3 Ordinary Share is an amount equal to the higher of: (a) 105% of the average of the middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately before the day on which such share is contracted to be purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; and
• $17.4$ the authority conferred by this resolution shall expire on the conclusion of the Company's Annual General Meeting next following or 18 months after the date of its passing (whichever occurs first), except that the Company may, before such expiry, enter into a contract for the purchase of Ordinary Shares which will or may be completed by or executed wholly or partly after the expiration of this authority.

Resolution 18

1. THAT a General Meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice and that such authority shall expire on the conclusion of the Company's Annual General Meeting next following.

Damin Hartley

Dan Hartley Company Secretary

14 November 2014